Major policy updates focus on board oversight of artificial intelligence, shareholder meeting formats, and time-based awards

San Francisco, Limerick, November 14, 2024 – Glass Lewis, a global leader in corporate governance and proxy voting, released its 2025 Proxy Voting Policy Guidelines for the U.S., UK and Europe, including guidelines for shareholder proposals and ESG-related issues. The 2025 Voting Policy Guidelines will apply to shareholder meetings held after January 1, 2025. Glass Lewis will publish updates to its Voting Policy Guidelines for additional local markets and its Thematic Policy Guidelines by mid-December.

The Voting Policy Guidelines detail Glass Lewis’ approach to assessing ballot items at annual general meetings for the upcoming 2025 proxy season. To provide market stakeholders with additional regional context, Glass Lewis will hold a webinar for North America on December 11, and for Continental Europe and the UK on December 12. To register for the webinars, please visit here. Below are the key 2025 policy updates.

U.S.

  • The guidelines for the U.S. include added or updated sections on board oversight of artificial intelligence, board responsiveness to shareholder proposals, and change-in-control provisions for executive compensation.
  • Glass Lewis has also clarified its policy approach on reincorporation proposals and executive pay programs.

Continental Europe and UK

  • The updated UK guidelines set increased expectations on board-level gender diversity for non-FTSE 350 main market companies, from a minimum of one to two gender diverse directors.
  • For Europe, Glass Lewis has expanded its discussion on shareholder meeting formats to include closed-door shareholder meetings.
  • For Europe and the UK, the guidelines offer more insight on the firm’s approach and expectations for when companies propose to move from performance-based to time-based awards in long-term incentive plans.

Shareholder Proposals and ESG-Related Issues (Global)

  • The guidelines now include a policy on Glass Lewis’ approach to evaluating shareholder proposals pertaining to companies’ use of AI technologies.

Glass Lewis annually reviews and updates its Voting Policy Guidelines, drawing on valuable insights gleaned from client meetings, its Global Policy Survey and industry-leading engagement program, hosted events and industry conferences. Additionally, the firm’s global team of research experts conducts a rigorous review of regulatory changes, key market trends, regional best practices, and industry guidelines, integrating notable developments into its policies.

To view Glass Lewis’ 2025 Voting Policy Guidelines, please visit here.

About Glass Lewis
Founded in 2003, Glass Lewis is a leading global provider of independent corporate governance, stewardship, and proxy voting solutions. The firm serves more than 1,300 investment managers and pension funds globally, who use its high-quality corporate governance and ESG research and proxy voting software to carry out their fiduciary duties. Glass Lewis also helps companies understand and implement corporate governance best practices and how investors view them. Headquartered in San Francisco, Glass Lewis has offices in the United States, United Kingdom, Europe, Asia, and Australia. For more information, please visit www.glasslewis.com.

 

Contact:

Sarah Cohn
+1 646 826 3752
scohn@glasslewis.com

Dimitri Zagoroff
+1 415 694 5165
dzagaroff@glasslewis.com